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PFSweb Reports Third Quarter 2016 Results

November 9, 2016 4:05 PM EST

ALLEN, TX -- (Marketwired) -- 11/09/16 -- PFSweb, Inc. (NASDAQ: PFSW) ("PFS"), a global commerce service provider, reported results for the third quarter ended September 30, 2016.

Third Quarter 2016 Summary vs. Same Year-Ago Quarter (where applicable)

  • Total revenues increased 12% to $79.9 million
  • Service fee equivalent revenue (a non-GAAP measure defined below) increased 18% to $54.5 million
  • Service fee gross margin was 31.4% compared to 33.7%
  • Net loss was $1.0 million or $(0.06) per share compared to a loss of $3.7 million or $(0.21) per share

Management Commentary "As described in our October 2016 pre-announcement release, our third quarter results were impacted by an operational challenge with a newly-launched fulfillment client," said Mike Willoughby, CEO of PFS. "This client's unique business model led to unanticipated operational requirements, including incremental labor and operating costs to support their seasonal peak volumes in late Q3 and early Q4. Now that we've supported this client through their seasonal peak, we will continue to work diligently to re-engineer a solution that will bring this client engagement to our desired level of profitability, while continuing to meet the operational needs of the client.

"Our incremental investments in sales, marketing and infrastructure this year continue to drive improved results as we generated another solid quarter of long-term engagements and project wins from new and existing clients. We continue to maintain a strong pipeline and expect 2016 to mark the largest number of bookings in the history of our company.

"As we prepare for the upcoming holiday season, we will continue to strive toward enabling our clients to maximize their holiday sales performance through our support and execution of their ecommerce initiatives."

Third Quarter 2016 Financial Results Total revenues in the third quarter of 2016 increased 12% to $79.9 million compared to $71.2 million in the same period of 2015. Service fee revenue in the third quarter increased 18% to $53.8 million compared to $45.5 million last year. Product revenue was $11.7 million compared to $14.4 million in the same period of 2015 due to ongoing restructuring activities by the company's last remaining client in this segment and their discontinuation of certain product lines.

Service fee equivalent revenue increased 18% to $54.5 million compared to $46.2 million in the year-ago quarter, driven by both new and expanded client relationships, as well as approximately $2.7 million of incremental service fees generated in the third quarter of 2016 by the company's acquired entities, CrossView and Conexus, which were acquired in 2015 and 2016, respectively.

Service fee gross margin in the third quarter of 2016 was 31.4% compared to 33.7% in the same period of 2015. The decrease was primarily due to higher facility and other operating costs applicable to certain new large fulfillment clients won during the year, as well as incremental labor and operating costs for the newly launched client referred to above. This was partially offset by higher-margin professional services activity.

Net loss in the third quarter of 2016 was $1.0 million or $(0.06) per share, compared to a net loss of $3.7 million or $(0.21) per share in the same period of 2015. Net loss in the third quarter of 2016 included a $0.5 million net benefit from acquisition-related, restructuring and other (income) costs, $0.3 million in stock-based compensation expense, and $1.2 million in amortization of acquisition-related intangible assets. This compares to $2.6 million expense in acquisition-related, restructuring and other (income) costs, $1.5 million in stock-based compensation expense, and $1.0 million in amortization of acquisition-related intangible assets in the same period of 2015.

Adjusted EBITDA (a non-GAAP measure defined below) was $3.6 million compared to $5.4 million in the same period of 2015. As a percentage of service fee equivalent revenue, adjusted EBITDA was 6.6% compared to 11.8% in the year-ago quarter. The decline in adjusted EBITDA margin was primarily driven by incremental labor and operating costs associated with servicing certain new clients, as well as an increase in sales and marketing and infrastructure resources. This was partially offset by higher-margin professional services activity.

Non-GAAP net loss (a non-GAAP measure defined below) in the third quarter of 2016 was $0.1 million, compared to Non-GAAP net income of $1.5 million in the third quarter of 2015.

At September 30, 2016, cash and cash equivalents totaled $15.7 million compared to $21.8 million at December 31, 2015. Total debt was $60.4 million compared to $35.4 million at December 31, 2015, with the increase primarily driven by funds used to support the June 2016 Conexus acquisition and payment of calendar 2015 related earn-out liabilities applicable to prior acquisitions, as well as funding of incremental working capital and capital expenditure requirements.

2016 & 2017 Outlook As disclosed in the company's October pre-announcement release, PFS expects 2016 service fee equivalent revenue to range between $222 million and $228 million, reflecting growth of 20% to 23% from 2015. The company also expects adjusted EBITDA to range between $18 million and $20 million, which compares to $20.7 million in 2015.

For 2017, PFS expects continued strong growth in service fee equivalent revenue as the company realizes the full year benefit of 2016 client wins and generates incremental revenue from new and expanded client relationships. At this time, the company is targeting 2017 service fee equivalent revenue to range between $245 million and $260 million. The company is also targeting adjusted EBITDA to range between $23 million and $26 million. This adjusted EBITDA target includes infrastructure expenditures to support the company's future growth strategies as well as expected costs in early 2017 associated with the continued remediation of the fulfillment client implementation noted above.

Conference Call PFS will conduct a conference call today at 5:00 p.m. Eastern time to discuss its results for the third quarter ended September 30, 2016.

CEO Michael Willoughby and CFO Tom Madden will host the conference call, followed by a question and answer period.

Date: Wednesday, November 9, 2016 Time: 5:00 p.m. Eastern Time (4:00 p.m. Central time) Toll-free dial-in number: 1-888-452-4005 International dial-in number: 1-719-325-2262 Conference ID: 7262018

Please call the conference telephone number 5-10 minutes prior to the start time. An operator will register your name and organization. If you have any difficulty connecting with the conference call, please contact Liolios at 1-949-574-3860.

The conference call will be broadcast live and available for replay at http://public.viavid.com/index.php?id=121850 and via the investor relations section of the company's website at www.pfsweb.com.

A replay of the conference call will be available after 8:00 p.m. Eastern Time on the same day through November 23, 2016.

Toll-free replay number: 1-844-512-2921 International replay number: 1-412-317-6671 Replay ID: 7262018

About PFSweb, Inc. PFSweb (PFS) (NASDAQ: PFSW) is a global commerce service provider of solutions including digital strategy consulting, digital agency and marketing services, technology development services, business process outsourcing services, and a complete omni-channel technology ecosystem. The company provides these solutions and services to major brand names and other companies seeking to optimize every customer experience and enhance their traditional and online business channels. PFS supports organizations across various industries, including Procter & Gamble, L'Oreal, LEGO, Canada Goose, ASICS, Roots Canada Ltd., PANDORA, Diageo, Anastasia Beverly Hills, See's Candies, T.J. Maxx, the United States Mint, and many more. PFS is headquartered in Allen, TX with additional locations in Tennessee, Mississippi, Minnesota, Washington, New York, Ohio, North Carolina, Canada, Belgium, United Kingdom, Bulgaria, and India. For more information, please visit www.pfsweb.com or download the free PFS IR App on your iPhone, iPad, or Android device.

Non-GAAP Financial Measures This news release contains certain non-GAAP measures, including non-GAAP net income (loss), earnings before interest, income taxes, depreciation and amortization (EBITDA), Adjusted EBITDA and service fee equivalent revenue.

Non-GAAP net income (loss) represents net income (loss) calculated in accordance with U.S. GAAP as adjusted for the impact of non-cash stock-based compensation expense, acquisition-related, restructuring and other (income) costs and the amortization of acquisition-related intangible assets.

EBITDA represents earnings (or losses) before interest, income taxes, depreciation, and amortization. Adjusted EBITDA further eliminates the effect of stock-based compensation, acquisition-related, restructuring and other (income) costs.

Service fee equivalent revenue represents service fee revenue plus the gross profit earned on product revenue and does not alter existing revenue recognition.

Our service fee equivalent revenue target for 2016 includes an estimated gross margin on product sales of approximately $3 million (based on targeted product revenue of $50 million less targeted cost of product revenue of $47 million) plus a targeted range of between $219 million to $225 million of service fee revenue.

The adjusted EBITDA outlook for 2016 have not been reconciled to the company's net loss outlook for the same period because certain items that would impact interest expense, income tax provision (benefit), depreciation and amortization (including amortization of acquisition-related intangible assets), stock-based compensation, and acquisition-related, restructuring and other (income) costs, all of which are reconciling items between net loss and adjusted EBITDA, cannot be reasonably predicted. Accordingly, reconciliation of adjusted EBITDA outlook to net loss outlook for 2016 is not available without unreasonable effort.

Non-GAAP net income (loss), EBITDA, Adjusted EBITDA and service fee equivalent revenue are used by management, analysts, investors and other interested parties in evaluating our operating performance compared to that of other companies in our industry. The calculation of non-GAAP net income (loss) eliminates the effect of stock-based compensation, acquisition-related, restructuring and other (income) costs and amortization of acquisition-related intangible assets and EBITDA and adjusted EBITDA further eliminate the effect of financing, income taxes and the accounting effects of capital spending, which items may vary from different companies for reasons unrelated to overall operating performance. Service fee equivalent revenue allows client contracts with similar operational support models but different financial models to be combined as if all contracts were being operated on a service fee revenue basis.

PFS believes these non-GAAP measures provide useful information to both management and investors by focusing on certain operational metrics and excluding certain expenses in order to present its core operating performance and results. These measures should be considered in addition to results prepared in accordance with GAAP, but should not be considered a substitute for, or superior to, GAAP results. The non-GAAP measures included in this press release have been reconciled to the GAAP results in the attached tables.

Forward-Looking Statements The matters discussed herein consist of forward-looking information under the Private Securities Litigation Reform Act of 1995 and is subject to and involves risks and uncertainties, which could cause actual results to differ materially from the forward-looking information. PFS' Annual Report on Form 10-K for the year ended December 31, 2015 identifies certain factors that could cause actual results to differ materially from those projected in any forward looking statements made and investors are advised to review the Annual Report of the company and the Risk Factors described therein. PFS undertakes no obligation to update publicly any forward-looking statement for any reason, even if new information becomes available or other events occur in the future. There may be additional risks that we do not currently view as material or that are not presently known.


                        PFSweb, Inc. and Subsidiaries
                  Condensed Consolidated Balance Sheets (A)
                      (In Thousands, Except Share Data)

                                                (Unaudited)
                                               September 30,   December 31,
                                                    2016           2015
                                               -------------  -------------

                    ASSETS
CURRENT ASSETS:
  Cash and cash equivalents                    $      15,699  $      21,781
  Restricted cash                                        219            275
  Accounts receivable, net of allowance for
   doubtful accounts of $539 and $600 at
   September 30, 2016 and December 31, 2015,
   respectively                                       64,934         70,700
  Inventories, net of reserves of $585 and
   $739 at September 30, 2016 and December 31,
   2015, respectively                                  7,155          9,262
  Other receivables                                    4,821          8,704
  Prepaid expenses and other current assets            5,017          5,662
                                               -------------  -------------
    Total current assets                              97,845        116,384

PROPERTY AND EQUIPMENT, net                           28,812         24,093
INTANGIBLE ASSETS, net                                 8,125          8,810
GOODWILL                                              45,929         39,829
OTHER ASSETS                                           2,433          2,174
                                               -------------  -------------
    Total assets                                     183,144        191,290
                                               =============  =============

      LIABILITIES AND SHAREHOLDERS EQUITY
CURRENT LIABILITIES:
  Current portion of long-term debt and
   capital lease obligations                   $       5,672  $       3,153
  Trade accounts payable                              38,009         51,170
  Deferred revenue                                     6,238          7,390
  Performance-based contingent payments                    -         11,679
  Accrued expenses                                    25,109         30,563
                                               -------------  -------------
    Total current liabilities                         75,028        103,955

LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS,
 less current portion                                 54,749         32,238
DEFERRED REVENUE                                       4,280          4,499
DEFERRED RENT                                          4,849          4,362
PERFORMANCE-BASED CONTINGENT PAYMENTS                    380          2,478
                                               -------------  -------------
    Total liabilities                                139,286        147,532
                                               -------------  -------------


COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS' EQUITY:
  Preferred stock, $1.00 par value; 1,000,000
   shares authorized; none issued and
   outstanding                                             -              -
  Common stock, $.001 par value; 35,000,000
   shares authorized; 18,740,100 and
   18,136,218 shares issued at September 30,
   2016 and December 31, 2015, respectively;
   and 18,706,633 and 18,012,751 shares
   outstanding as of September 30, 2016 and
   December 31, 2015, respectively                        19             18
  Additional paid-in capital                         145,045        141,948
  Accumulated deficit                               (101,760)       (97,787)
  Accumulated other comprehensive income
   (loss)                                                679           (296)
  Treasury stock at cost, 33,467 shares                 (125)          (125)
                                               -------------  -------------
    Total shareholders' equity                        43,858         43,758
                                               -------------  -------------
    Total liabilities and shareholders' equity $     183,144  $     191,290
                                               =============  =============
(A) The financial data above should be read in conjunction with the audited
consolidated financial statements of PFSweb, Inc. included in its Form 10-K
for the year ended December 31, 2015.


                        PFSweb, Inc. and Subsidiaries
        Unaudited Condensed Consolidated Statements of Operations (A)
                    (In Thousands, Except Per Share Data)

                                  Three Months Ended     Nine Months Ended
                                     September 30,         September 30,
                                 --------------------  --------------------
                                    2016       2015       2016       2015
                                 ---------  ---------  ---------  ---------
REVENUES:
  Service fee revenue            $  53,788  $  45,528  $ 154,271  $ 121,311
  Product revenue, net              11,671     14,419     36,658     44,731
  Pass-thru revenue                 14,451     11,236     41,259     32,163
                                 ---------  ---------  ---------  ---------
      Total revenues                79,910     71,183    232,188    198,205
                                 ---------  ---------  ---------  ---------

COSTS OF REVENUES:
  Cost of service fee revenue       36,903     30,193    103,547     81,993
  Cost of product revenue           10,994     13,702     34,649     42,321
  Cost of pass-thru revenue         14,451     11,236     41,259     32,163
                                 ---------  ---------  ---------  ---------
      Total costs of revenues       62,348     55,131    179,455    156,477
                                 ---------  ---------  ---------  ---------
      Gross profit                  17,562     16,052     52,733     41,728
SELLING, GENERAL AND
 ADMINISTRATIVE EXPENSES            17,568     18,778     53,926     47,068
                                 ---------  ---------  ---------  ---------
    Income (loss) from
     operations                         (6)    (2,726)    (1,193)    (5,340)
INTEREST EXPENSE (INCOME), NET         714        706      1,807      1,247
                                 ---------  ---------  ---------  ---------
    Income (loss) before income
     taxes                            (720)    (3,432)    (3,000)    (6,587)
INCOME TAX EXPENSE (BENEFIT)           319        238        973        676
                                 ---------  ---------  ---------  ---------
NET INCOME (LOSS)                $  (1,039) $  (3,670) $  (3,973) $  (7,263)
                                 =========  =========  =========  =========
NON-GAAP NET INCOME (LOSS)       $     (60) $   1,452  $     134  $   2,193
                                 =========  =========  =========  =========

NET INCOME (LOSS) PER SHARE:
  Basic                          $   (0.06) $   (0.21) $   (0.21) $   (0.42)
                                 =========  =========  =========  =========
  Diluted                        $   (0.06) $   (0.21) $   (0.21) $   (0.42)
                                 =========  =========  =========  =========

WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING:
  Basic                             18,699     17,829     18,552     17,449
                                 =========  =========  =========  =========
  Diluted                           18,699     17,829     18,552     17,449
                                 =========  =========  =========  =========

EBITDA                           $   3,797  $   1,355  $  10,013  $   5,305
                                 =========  =========  =========  =========
ADJUSTED EBITDA                  $   3,599  $   5,434  $  11,252  $  13,238
                                 =========  =========  =========  =========
(A) The financial data above should be read in conjunction with the audited
consolidated financial statements of PFSweb, Inc. included in its Form 10-K
for the year ended December 31, 2015.


                        PFSweb, Inc. and Subsidiaries
         Unaudited Reconciliation of Certain Non-GAAP Items to GAAP
                    (In Thousands, Except Per Share Data)

                                  Three Months Ended     Nine Months Ended
                                     September 30,         September 30,
                                 --------------------  --------------------
                                    2016       2015       2016       2015
                                 ---------  ---------  ---------  ---------

NET INCOME (LOSS)                $  (1,039) $  (3,670) $  (3,973) $  (7,263)
  Income tax expense (benefit)         319        238        973        676
  Interest expense, net                714        706      1,807      1,247
  Depreciation and amortization      3,803      4,081     11,206     10,645
                                 ---------  ---------  ---------  ---------
EBITDA                           $   3,797  $   1,355  $  10,013  $   5,305
  Stock-based compensation             347      1,492      1,743      3,446
  Acquisition-related,
   restructuring and other
   (income) costs                     (545)     2,587       (504)     4,487
                                 ---------  ---------  ---------  ---------
ADJUSTED EBITDA                  $   3,599  $   5,434  $  11,252  $  13,238
                                 =========  =========  =========  =========


                                  Three Months Ended     Nine Months Ended
                                     September 30,         September 30,
                                 --------------------  --------------------
                                    2016       2015       2016       2015
                                 ---------  ---------  ---------  ---------

NET INCOME (LOSS)                $  (1,039) $  (3,670) $  (3,973) $  (7,263)
  Stock-based compensation             347      1,492      1,743      3,446
  Amortization of acquisition-
   related intangible assets         1,177      1,043      2,868      1,523
  Acquisition-related,
   restructuring and other
   (income) costs                     (545)     2,587       (504)     4,487
                                 ---------  ---------  ---------  ---------
NON-GAAP NET INCOME (LOSS)       $     (60) $   1,452  $     134  $   2,193
                                 =========  =========  =========  =========


                                  Three Months Ended     Nine Months Ended
                                     September 30,         September 30,
                                 --------------------  --------------------
                                    2016       2015       2016       2015
                                 ---------  ---------  ---------  ---------

TOTAL REVENUES                   $  79,910  $  71,183  $ 232,188  $ 198,205
  Pass-thru revenue                (14,451)   (11,236)   (41,259)   (32,163)
  Cost of product revenue          (10,994)   (13,702)   (34,649)   (42,321)
                                 ---------  ---------  ---------  ---------
SERVICE FEE EQUIVALENT REVENUE   $  54,465  $  46,245  $ 156,280  $ 123,721
                                 =========  =========  =========  =========


                        PFSweb, Inc. and Subsidiaries
              Unaudited Consolidating Statements of Operations
                For the Three Months Ended September 30, 2016
                               (In Thousands)

                                     Business &
                                       Retail
                          PFSweb       Connect    Eliminations  Consolidated
                      ------------- ------------ ------------- -------------
REVENUES:
  Service fee revenue $     50,339  $      3,449 $          -  $     53,788
  Service fee revenue
   - affiliate               2,978           231       (3,209)            -
  Product revenue, net           -        11,671            -        11,671
  Pass-thru revenue         14,451             -            -        14,451
                      ------------  ------------ ------------  ------------
      Total revenues        67,768        15,351       (3,209)       79,910
                      ------------  ------------ ------------  ------------

COSTS OF REVENUES:
  Cost of service fee
   revenue                  36,700         3,359       (3,156)       36,903
  Cost of product
   revenue                       -        10,994            -        10,994
  Cost of pass-thru
   revenue                  14,451             -            -        14,451
                      ------------  ------------ ------------  ------------
      Total costs of
       revenues             51,151        14,353       (3,156)       62,348
                      ------------  ------------ ------------  ------------
      Gross profit          16,617           998          (53)       17,562
SELLING, GENERAL AND
 ADMINISTRATIVE
 EXPENSES                   17,064           557          (53)       17,568
                      ------------  ------------ ------------  ------------
    Income (loss) from
     operations               (447)          441            -            (6)
INTEREST EXPENSE
 (INCOME), NET                 631            83            -           714
                      ------------  ------------ ------------  ------------
    Income (loss)
     before income
     taxes                  (1,078)          358            -          (720)
INCOME TAX EXPENSE
 (BENEFIT)                     195           124            -           319
                      ------------  ------------ ------------  ------------
NET INCOME (LOSS)     $     (1,273) $        234 $          -  $     (1,039)
                      ============  ============ ============  ============
NON-GAAP NET INCOME
 (LOSS)               $       (294) $        234 $          -  $        (60)
                      ============  ============ ============  ============

EBITDA                $      3,350  $        447 $          -  $      3,797
                      ============  ============ ============  ============
ADJUSTED EBITDA       $      3,152  $        447 $          -  $      3,599
                      ============  ============ ============  ============


A reconciliation of NET INCOME (LOSS) to EBITDA and ADJUSTED EBITDA
follows:

NET INCOME (LOSS)     $     (1,273) $        234 $          -        (1,039)
    Income tax expense
     (benefit)                 195           124            -           319
    Interest expense
     (income), net             631            83            -           714
    Depreciation and
     amortization            2,620             6            -         2,626
    Amortization of
     acquisition-
     related
     intangible assets       1,177             -            -         1,177
                      ------------  ------------ ------------  ------------
EBITDA                $      3,350  $        447 $          -  $      3,797
    Stock-based
     compensation              347             -            -           347
    Acquisition-
     related,
     restructuring and
     other income             (545)            -            -          (545)
                      ------------  ------------ ------------  ------------
ADJUSTED EBITDA       $      3,152  $        447 $          -  $      3,599
                      ============  ============ ============  ============

A reconciliation of NET INCOME (LOSS) to NON-GAAP NET INCOME (LOSS)
follows:

NET INCOME (LOSS)     $     (1,273) $        234 $          -  $     (1,039)
    Stock-based
     compensation              347             -            -           347
    Amortization of
     acquisition-
     related
     intangible assets       1,177             -            -         1,177
    Acquisition-
     related,
     restructuring and
     other income             (545)            -            -          (545)
                      ------------  ------------ ------------  ------------
NON-GAAP NET INCOME
 (LOSS)               $       (294) $        234 $          -  $        (60)
                      ============  ============ ============  ============
Note: Business and Retail Connect includes our Supplies Distributors and
PFSweb Retail Connect operations, which operate similar financial models on
behalf of our client relationships.


                     PFSweb, Inc. and Subsidiaries
           Unaudited Consolidating Statements of Operations
             For the Nine Months Ended September 30, 2016
                            (In Thousands)

                                     Business &
                                       Retail
                         PFSweb        Connect   Eliminations  Consolidated
                      ------------  ------------ ------------  ------------
REVENUES:
  Service fee revenue $    143,193  $     11,078 $          -  $    154,271
  Service fee revenue
   - affiliate               9,787           689      (10,476)            -
  Product revenue,
   net                           -        36,658            -        36,658
  Pass-thru revenue         41,259             -            -        41,259
                      ------------  ------------ ------------  ------------
      Total revenues       194,239        48,425      (10,476)      232,188
                      ------------  ------------ ------------  ------------

COSTS OF REVENUES:
  Cost of service fee
   revenue                 103,077        10,815      (10,345)      103,547
  Cost of product
   revenue                       -        34,649            -        34,649
  Cost of pass-thru
   revenue                  41,259             -            -        41,259
                      ------------  ------------ ------------  ------------
      Total costs of
       revenues            144,336        45,464      (10,345)      179,455
                      ------------  ------------ ------------  ------------
      Gross profit          49,903         2,961         (131)       52,733
SELLING, GENERAL AND
 ADMINISTRATIVE
 EXPENSES                   52,419         1,638         (131)       53,926
                      ------------  ------------ ------------  ------------
    Income (loss)
     from operations        (2,516)        1,323            -        (1,193)
INTEREST EXPENSE
 (INCOME), NET               1,551           256            -         1,807
                      ------------  ------------ ------------  ------------
    Income (loss)
     before income
     taxes                  (4,067)        1,067            -        (3,000)
INCOME TAX EXPENSE
 (BENEFIT)                     593           380            -           973
                      ------------  ------------ ------------  ------------
NET INCOME (LOSS)     $     (4,660) $        687 $          -  $     (3,973)
                      ============  ============ ============  ============
NON-GAAP NET INCOME
 (LOSS)               $       (553) $        687 $          -  $        134
                      ============  ============ ============  ============

EBITDA                $      8,672  $      1,341 $          -  $     10,013
                      ============  ============ ============  ============
ADJUSTED EBITDA       $      9,911  $      1,341 $          -  $     11,252
                      ============  ============ ============  ============


A reconciliation of NET INCOME (LOSS) to EBITDA and ADJUSTED EBITDA
follows:

NET INCOME (LOSS)     $     (4,660) $        687 $          -        (3,973)
    Income tax
     expense
     (benefit)                 593           380            -           973
    Interest expense
     (income), net           1,551           256            -         1,807
    Depreciation and
     amortization            8,320            18            -         8,338
    Amortization of
     acquisition-
     related
     intangible
     assets                  2,868             -            -         2,868
                      ------------  ------------ ------------  ------------
EBITDA                $      8,672  $      1,341 $          -  $     10,013
    Stock-based
     compensation            1,743             -            -         1,743
    Acquisition-
     related,
     restructuring
     and other income         (504)            -            -          (504)
                      ------------  ------------ ------------  ------------
ADJUSTED EBITDA       $      9,911  $      1,341 $          -  $     11,252
                      ============  ============ ============  ============

A reconciliation of NET INCOME (LOSS) to NON-GAAP NET INCOME (LOSS)
follows:

NET INCOME (LOSS)     $     (4,660) $        687 $          -  $     (3,973)
    Stock-based
     compensation            1,743             -            -         1,743
    Amortization of
     acquisition-
     related
     intangible
     assets                  2,868             -            -         2,868
    Acquisition-
     related,
     restructuring
     and other income         (504)            -            -          (504)
                      ------------  ------------ ------------  ------------
NON-GAAP NET INCOME
 (LOSS)               $       (553) $        687 $          -  $        134
                      ============  ============ ============  ============
Note: Business and Retail Connect includes our Supplies Distributors and
PFSweb Retail Connect operations, which operate similar financial models on
behalf of our client relationships.


                        PFSweb, Inc. and Subsidiaries
              Unaudited Consolidating Statements of Operations
                For the Three Months Ended September 30, 2015
                               (In Thousands)

                                    Business &
                                      Retail
                        PFSweb        Connect    Eliminations  Consolidated
                     ------------  ------------  ------------  ------------
REVENUES:
  Service fee
   revenue           $     42,167  $      3,361  $          -  $     45,528
  Service fee
   revenue -
   affiliate                3,494           195        (3,689)            -
  Product revenue,
   net                          -        14,419             -        14,419
  Pass-thru revenue        11,236             -             -        11,236
                     ------------  ------------  ------------  ------------
      Total revenues       56,897        17,975        (3,689)       71,183
                     ------------  ------------  ------------  ------------

COSTS OF REVENUES:
  Cost of service
   fee revenue             30,369         3,323        (3,499)       30,193
  Cost of product
   revenue                      -        13,702             -        13,702
  Cost of pass-thru
   revenue                 11,236             -             -        11,236
                     ------------  ------------  ------------  ------------
      Total costs of
       revenues            41,605        17,025        (3,499)       55,131
                     ------------  ------------  ------------  ------------
      Gross profit         15,292           950          (190)       16,052
SELLING, GENERAL AND
 ADMINISTRATIVE
 EXPENSES                  18,049           919          (190)       18,778
                     ------------  ------------  ------------  ------------
    Income (loss)
     from operations       (2,757)           31             -        (2,726)
INTEREST EXPENSE
 (INCOME), NET                584           122             -           706
                     ------------  ------------  ------------  ------------
    Income (loss)
     before income
     taxes                 (3,341)          (91)            -        (3,432)
INCOME TAX EXPENSE
 (BENEFIT)                    171            67             -           238
                     ------------  ------------  ------------  ------------
NET INCOME (LOSS)    $     (3,512) $       (158) $          -  $     (3,670)
                     ============  ============  ============  ============
NON-GAAP NET INCOME
 (LOSS)              $      1,288  $        162  $          -  $      1,450
                     ============  ============  ============  ============

EBITDA               $      1,309  $         46  $          -  $      1,355
                     ============  ============  ============  ============
ADJUSTED EBITDA      $      5,066  $        366  $          -  $      5,432
                     ============  ============  ============  ============


A reconciliation of NET INCOME (LOSS) to EBITDA and ADJUSTED EBITDA
follows:

NET INCOME (LOSS)    $     (3,512) $       (158) $          -        (3,670)
    Income tax
     expense
     (benefit)                171            67             -           238
    Interest expense
     (income), net            584           122             -           706
    Depreciation and
     amortization           3,023            15             -         3,038
    Amortization of
     acquisition-
     related
     intangible
     assets                 1,043             -             -         1,043
                     ------------  ------------  ------------  ------------
EBITDA               $      1,309  $         46  $          -  $      1,355
    Stock-based
     compensation           1,492             -             -         1,492
    Acquisition-
     related,
     restructuring
     and other costs        2,265           320             -         2,585
                     ------------  ------------  ------------  ------------
ADJUSTED EBITDA      $      5,066  $        366  $          -  $      5,432
                     ============  ============  ============  ============

A reconciliation of NET INCOME (LOSS) to NON-GAAP NET INCOME (LOSS)
follows:

NET INCOME (LOSS)    $     (3,512) $       (158) $          -  $     (3,670)
    Stock-based
     compensation           1,492             -             -         1,492
    Amortization of
     acquisition-
     related
     intangible
     assets                 1,043             -             -         1,043
    Acquisition-
     related,
     restructuring
     and other costs        2,265           320             -         2,585
                     ------------  ------------  ------------  ------------
NON-GAAP NET INCOME
 (LOSS)              $      1,288  $        162  $          -  $      1,450
                     ============  ============  ============  ============
Note:  Business and Retail Connect includes our Supplies Distributors and
PFSweb Retail Connect operations, which operate similar financial models on
behalf of our client relationships.


                        PFSweb, Inc. and Subsidiaries
              Unaudited Consolidating Statements of Operations
                For the Nine Months Ended September 30, 2015
                               (In Thousands)

                                     Business &
                                       Retail
                         PFSweb        Connect   Eliminations  Consolidated
                      ------------  ------------ ------------  ------------
REVENUES:
  Service fee revenue $    110,740  $     10,571 $          -  $    121,311
  Service fee revenue
   - affiliate              10,137           568      (10,705)            -
  Product revenue,
   net                           -        44,731            -        44,731
  Pass-thru revenue         32,163             -            -        32,163
                      ------------  ------------ ------------  ------------
      Total revenues       153,040        55,870      (10,705)      198,205
                      ------------  ------------ ------------  ------------

COSTS OF REVENUES:
  Cost of service fee
   revenue                  81,637        10,467      (10,111)       81,993
  Cost of product
   revenue                       -        42,321            -        42,321
  Cost of pass-thru
   revenue                  32,163             -            -        32,163
                      ------------  ------------ ------------  ------------
      Total costs of
       revenues            113,800        52,788      (10,111)      156,477
                      ------------  ------------ ------------  ------------
      Gross profit          39,240         3,082         (594)       41,728
SELLING, GENERAL AND
 ADMINISTRATIVE
 EXPENSES                   45,528         2,134         (594)       47,068
                      ------------  ------------ ------------  ------------
    Income (loss)
     from operations        (6,288)          948            -        (5,340)
INTEREST EXPENSE
 (INCOME), NET                 911           336            -         1,247
                      ------------  ------------ ------------  ------------
    Income (loss)
     before income
     taxes                  (7,199)          612            -        (6,587)
INCOME TAX EXPENSE
 (BENEFIT)                     363           313            -           676
                      ------------  ------------ ------------  ------------
NET INCOME (LOSS)     $     (7,562) $        299 $          -  $     (7,263)
                      ============  ============ ============  ============
NON-GAAP NET INCOME
 (LOSS)               $      1,574  $        619 $          -  $      2,193
                      ============  ============ ============  ============

EBITDA                $      4,299  $      1,006 $          -  $      5,305
                      ============  ============ ============  ============
ADJUSTED EBITDA       $     11,912  $      1,326 $          -  $     13,238
                      ============  ============ ============  ============


A reconciliation of NET INCOME (LOSS) to EBITDA and ADJUSTED EBITDA
follows:
    Amortization of
     acquisition-
     related
     intangible
     assets
NET INCOME (LOSS)     $     (7,562) $        299 $          -        (7,263)
    Income tax
     expense
     (benefit)                 363           313            -           676
    Interest expense
     (income), net             911           336            -         1,247
    Depreciation and
     amortization            9,064            58            -         9,122
    Amortization of
     acquisition-
     related
     intangible
     assets                  1,523             -            -         1,523
                      ------------  ------------ ------------  ------------
EBITDA                $      4,299  $      1,006 $          -  $      5,305
    Stock-based
     compensation            3,446             -            -         3,446
    Acquisition-
     related,
     restructuring
     and other costs         4,167           320            -         4,487
                      ------------  ------------ ------------  ------------
ADJUSTED EBITDA       $     11,912  $      1,326 $          -  $     13,238
                      ============  ============ ============  ============

A reconciliation of NET INCOME (LOSS) to NON-GAAP NET INCOME (LOSS)
follows:

NET INCOME (LOSS)     $     (7,562) $        299 $          -  $     (7,263)
    Stock-based
     compensation            3,446             -            -         3,446
    Amortization of
     acquisition-
     related
     intangible
     assets                  1,523             -            -         1,523
    Acquisition-
     related,
     restructuring
     and other costs         4,167           320            -         4,487
                      ------------  ------------ ------------  ------------
NON-GAAP NET INCOME
 (LOSS)               $      1,574  $        619 $          -  $      2,193
                      ============  ============ ============  ============

Note: Business and Retail Connect includes our Supplies Distributors and
PFSweb Retail Connect operations, which operate similar financial models on
behalf of our client relationships.


                     PFSweb, Inc. and Subsidiaries
           Unaudited Condensed Consolidating Balance Sheets
                       as of September 30, 2016
                            (In Thousands)

                                    Business &
                                      Retail
                        PFSweb        Connect    Eliminations  Consolidated
                     ------------  ------------  ------------  ------------

       ASSETS
CURRENT ASSETS:
  Cash and cash
   equivalents       $      5,639  $     10,060  $          -  $     15,699
  Restricted cash               -           219             -           219
  Accounts
   receivable, net         50,844        14,993          (903)       64,934
  Inventories, net              -         7,155             -         7,155
  Other receivables           600         4,221             -         4,821
  Prepaid expenses
   and other current
   assets                   4,173           844             -         5,017
                     ------------  ------------  ------------  ------------
    Total current
     assets                61,256        37,492          (903)       97,845

PROPERTY AND
 EQUIPMENT, net            28,803             9             -        28,812
RECEIVABLE/INVESTMEN
 T IN AFFILIATES            9,342             -        (9,342)            -
INTANGIBLE ASSETS,
 net                        8,125             -             -         8,125
GOODWILL                   45,929             -             -        45,929
OTHER ASSETS                2,433             -             -         2,433
                     ------------  ------------  ------------  ------------
Total assets              155,888        37,501       (10,245)      183,144
                     ============  ============  ============  ============

   LIABILITIES AND
 SHAREHOLDERS EQUITY
CURRENT LIABILITIES:
  Current portion of
   long-term debt
   and capital lease
   obligations       $      5,672  $          -  $          -  $      5,672
  Trade accounts
   payable                 13,395        25,517          (903)       38,009
  Deferred revenue          6,238             -             -         6,238
  Performance-based
   contingent
   payments                     -             -             -             -
  Accrued expenses         22,270         2,839             -        25,109
                     ------------  ------------  ------------  ------------
    Total current
     liabilities           47,575        28,356          (903)       75,028

LONG-TERM DEBT AND
 CAPITAL LEASE
 OBLIGATIONS, less
 current portion           54,749             -             -        54,749
PAYABLE TO
 AFFILIATES                     -        22,045       (22,045)            -
DEFERRED REVENUE            4,280             -             -         4,280
DEFERRED RENT               4,849             -             -         4,849
PERFORMANCE-BASED
 CONTINGENT PAYMENTS          380             -             -           380
                     ------------  ------------  ------------  ------------
    Total
     liabilities          111,833        50,401       (22,948)      139,286
                     ------------  ------------  ------------  ------------


COMMITMENTS AND
 CONTINGENCIES

SHAREHOLDERS'
 EQUITY:
  Common stock                 19            19           (19)           19
  Capital
   contributions                -         1,000        (1,000)            -
  Additional paid-in
   capital                145,045        28,060       (28,060)      145,045
  Retained earnings
   (accumulated
   deficit)              (101,563)      (43,205)       43,008      (101,760)
  Accumulated other
   comprehensive
   income (loss)              679         1,226        (1,226)          679
  Treasury stock             (125)            -             -          (125)
                     ------------  ------------  ------------  ------------
    Total
     shareholders'
     equity                44,055       (12,900)       12,703        43,858
                     ------------  ------------  ------------  ------------
    Total
     liabilities and
     shareholders'
     equity          $    155,888  $     37,501  $    (10,245) $    183,144
                     ============  ============  ============  ============
(A) The financial data above should be read in conjunction with the audited
consolidated financial statements of PFSweb, Inc. included in its Form 10-K
for the year ended December 31, 2015.


                     PFSweb, Inc. and Subsidiaries
           Unaudited Condensed Consolidating Balance Sheets
                        as of December 31, 2015
                            (In Thousands)

                                    Business &
                                      Retail
                        PFSweb        Connect    Eliminations  Consolidated
                     ------------  ------------  ------------  ------------

       ASSETS
CURRENT ASSETS:
  Cash and cash
   equivalents       $      7,962  $     13,819  $          -  $     21,781
  Restricted cash              51           224             -           275
  Accounts
   receivable, net         51,231        20,348          (879)       70,700
  Inventories, net              -         9,262             -         9,262
  Other receivables         2,621         6,083             -         8,704
  Prepaid expenses
   and other current
   assets                   4,744           918             -         5,662
                     ------------  ------------  ------------  ------------
    Total current
     assets                66,609        50,654          (879)      116,384

PROPERTY AND
 EQUIPMENT, net            24,065            28             -        24,093
RECEIVABLE/INVESTMEN
 T IN AFFILIATES            9,577             -        (9,577)            -
INTANGIBLE ASSETS,
 net                        8,810             -             -         8,810
GOODWILL                   39,829             -             -        39,829
OTHER ASSETS                2,174             -             -         2,174
                     ------------  ------------  ------------  ------------
    Total assets          151,064        50,682       (10,456)      191,290
                     ============  ============  ============  ============

   LIABILITIES AND
 SHAREHOLDERS EQUITY
CURRENT LIABILITIES:
  Current portion of
   long-term debt
   and capital lease
   obligations       $      3,153  $          -  $          -  $      3,153
  Trade accounts
   payable                 15,329        36,710          (869)       51,170
  Deferred revenue          7,390             -             -         7,390
  Performance-based
   contingent
   payments                11,679             -             -        11,679
  Accrued expenses         26,015         4,558           (10)       30,563
                     ------------  ------------  ------------  ------------
    Total current
     liabilities           63,566        41,268          (879)      103,955

LONG-TERM DEBT AND
 CAPITAL LEASE
 OBLIGATIONS, less
 current portion           32,238             -             -        32,238
PAYABLE TO
 AFFILIATES                     -        22,056       (22,056)            -
DEFERRED REVENUE            4,499             -             -         4,499
DEFERRED RENT               4,362             -             -         4,362
PERFORMANCE-BASED
 CONTINGENT PAYMENTS        2,478             -             -         2,478
                     ------------  ------------  ------------  ------------
    Total
     liabilities          107,143        63,324       (22,935)      147,532
                     ------------  ------------  ------------  ------------


COMMITMENTS AND
 CONTINGENCIES

SHAREHOLDERS'
 EQUITY:
  Common stock                 18            19           (19)           18
  Capital
   contributions                -         1,000        (1,000)            -
  Additional paid-in
   capital                141,948        28,060       (28,060)      141,948
  Retained earnings
   (accumulated
   deficit)               (97,616)      (42,827)       42,656       (97,787)
  Accumulated other
   comprehensive
   income (loss)             (304)        1,106        (1,098)         (296)
  Treasury stock             (125)            -             -          (125)
                     ------------  ------------  ------------  ------------
    Total
     shareholders'
     equity                43,921       (12,642)       12,479        43,758
                     ------------  ------------  ------------  ------------
    Total
     liabilities and
     shareholders'
     equity          $    151,064  $     50,682  $    (10,456) $    191,290
                     ============  ============  ============  ============
(A) The financial data above should be read in conjunction with the audited
consolidated financial statements of PFSweb, Inc. included in its Form 10-K
for the year ended December 31, 2015.

Company Contact:
Michael C. Willoughby
Chief Executive Officer
Or
Thomas J. Madden
Chief Financial Officer
Tel 972-881-2900

Investor Relations:
Liolios
Scott Liolios or Sean Mansouri
Tel 949-574-3860
Email Contact

Source: PFSweb, Inc.



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